Annual report 2012 - VDL

We are delighted to present to the shareholders for adoption the
annual report for 2012, drawn up under the authority of the Board of
Directors. The annual accounts contained in the report were audited
by Govers Accountants in Eindhoven, and an approved accountant’s
statement was issued.
Report of the
Supervisory
Board
We propose that the shareholders adopt the annual accounts and
discharge the Board of Directors and the Supervisory Board for the
policy implemented and the supervision maintained in the financial year 2012.
In 2012, the Supervisory Board convened five times in the presence of the Board of Directors. Members of
the Board regularly met face to face with members of the Board of Directors and the President. The
Supervisory Board convened once in the absence of the Board of Directors with a view to discussing the
performance of the Supervisory Board itself, its individual members and the Board of Directors. The normal
annual consultant took place with the external accountant.
At the General Meeting of Shareholders of 16 April 2012, Mr Lau Pas, former member of VDL Groep
Board of Directors, was appointed to the company’s Supervisory Board, which currently has five members.
During all meetings, the operation and financial state of affairs as compared to the budgets and other
targets for all individual companies and of the divisions to which those companies belong were discussed
in detail. The discussions included the outcome of the strategic policy, the investment and acquisition
policy, the operating result and the internal management and control system of the company. The
proposed acquisition of NedCar was also discussed extensively.
Again in 2012, despite the continuing tough market conditions, VDL Groep succeeded in achieving a good
result. Turnover rose to a record level. The net result was down slightly from 66 million euro (2011) to 57
million euro. The buses & coaches division was once again confronted with sales numbers that were too
low in 2012. Combined with a huge price pressure and necessary major investments in areas such as
product development, this again led to a negative result in 2012. Due to the successful acquisition of
NedCar, a fourth division, car assembly, could be added to the existing subcontracting, buses & coaches
and finished products divisions at year end 2012, as a result of which the automotive market will play an
even more important role for VDL Groep in the future. The award of the King Willem I Prize to VDL Groep
in 2012 was a welcome recognition of good corporate governance.
Lastly, we would like to express our appreciation to the Board of Directors, the Joint Works Council and all
the employees for the achieved result and for their dedication in 2012.
Eindhoven, 24 May 2013
The Supervisory Board,
Louis Deterink (Chairman)
Theo van Deursen
Arie Kraaijeveld
Lau Pas
Jennifer Thomassen - van der Leegte
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